8-K
false 0001289490 0001289490 2023-07-18 2023-07-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

July 18, 2023

(Date of Report (Date of Earliest Event Reported))

 

 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-32269   20-1076777
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification Number)

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

(801) 365-4600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934

 

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   EXR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On July 18, 2023, at a Special Meeting of Stockholders (the “Special Meeting”) of Extra Space Storage Inc. (“Extra Space” or the “Company”), the holders of shares of common stock, par value $0.01 per share, of the Company (“Extra Space Common Stock”) voted on the (i) approval of the issuance of shares of Extra Space Common Stock in connection with the merger of Eros Merger Sub, LLC, a newly created wholly owned subsidiary of Extra Space (“Extra Space Merger Sub”), with and into Life Storage, Inc. (“Life Storage”), with Life Storage continuing as the surviving entity, pursuant to which each outstanding share of Life Storage common stock (other than shares of Life Storage common stock owned by Life Storage, Life Storage LP, the Company, Extra Space Storage LP, Extra Space Merger Sub, Eros OP Merger Sub, LLC or any of their respective wholly owned subsidiaries, which will be cancelled) will be converted into the right to receive 0.895 of a newly issued share of Extra Space Common Stock, in each case, pursuant to, and on the terms and conditions set forth in, the Agreement and Plan of Merger, dated as of April 2, 2023, as amended on May 18, 2023 and as it may be further amended from time to time, by and among the Company, Extra Space Storage LP, Extra Space Merger Sub, Eros OP Merger Sub, LLC, Life Storage and Life Storage LP, (the “Common Stock Issuance Proposal”); and (ii) approval of one or more adjournments of the Special Meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Common Stock Issuance Proposal (the “Adjournment Proposal”).

There were 135,049,081 shares of Extra Space Common Stock outstanding and entitled to vote on May 23, 2023, the record date for the Special Meeting, and 122,069,996 shares of Extra Space Common Stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

At the Special Meeting, the Common Stock Issuance Proposal was approved by the holders of Extra Space Common Stock. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Common Stock Issuance Proposal.

The final voting results from the Special Meeting were as follows:

Proposal 1. Common Stock Issuance Proposal.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

122,014,083

 

36,967

 

18,946

 

Proposal 2. Adjournment Proposal.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

111,987,547

 

10,052,665

 

29,784

 


Item 8.01.

Other Events.

On July 18, 2023, Extra Space and Life Storage issued a joint press release announcing the results of the voting at the Special Meeting and at the special meeting of stockholders of Life Storage, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Joint Press Release, dated July 18, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  EXTRA SPACE STORAGE INC.
Date: July 18, 2023   By  

/s/ Gwyn McNeal

  Name:   Gwyn McNeal
  Title:   Executive Vice President and Chief Legal Officer
EX-99.1

Exhibit 99.1

 

LOGO       LOGO

Extra Space and Life Storage Stockholders Approve Merger

SALT LAKE CITY and BUFFALO, N.Y., July 18, 2023 — Extra Space Storage Inc. (NYSE: EXR) (“Extra Space” or “EXR”) and Life Storage, Inc. (NYSE: LSI) (“Life Storage” or “LSI”) today announced that Extra Space stockholders and Life Storage stockholders have voted, separately, to approve the proposed merger at their respective special meetings held virtually today, July 18, 2023.

According to the results of the Extra Space Special Meeting of Stockholders, more than 99.9 percent of votes cast at the meeting – approximately 90.3 percent of the outstanding shares of Extra Space common stock as of the record date – were voted in favor of the issuance of Extra Space common stock in connection with the merger. The final voting results of the Extra Space Special Meeting of Stockholders will be filed as part of a Form 8-K with the U.S. Securities and Exchange Commission.

According to the results of the Life Storage Special Meeting of Stockholders, more than 99.7 percent of votes cast at the meeting – approximately 83.4 percent of the outstanding shares of Life Storage common stock as of the record date – were voted in favor of approving the merger agreement and the transactions contemplated thereby, including the merger. The final voting results of the Life Storage Special Meeting of Stockholders will be filed as part of a Form 8-K with the U.S. Securities and Exchange Commission.

Upon consummation of the merger, Life Storage stockholders will receive 0.895 of a newly-issued share of Extra Space common stock for each share of Life Storage common stock they own immediately prior to the effective time of the merger. The transaction is expected to close on July 20, 2023 subject to the satisfaction or waiver of customary closing conditions.

About Extra Space

Extra Space Storage Inc., headquartered in Salt Lake City, is a fully integrated, self-administered and self-managed real estate investment trust, and a member of the S&P 500. As of March 31, 2023, Extra Space owned and/or operated 2,388 self-storage properties, which comprise approximately 1.7 million units and approximately 180.0 million square feet of rentable storage space offering customers conveniently located and secure storage units across the country, including boat storage, RV storage and business storage. Extra Space is the second largest owner and/or operator of self-storage properties in the United States and is the largest self-storage management company in the United States.

About Life Storage

Life Storage, Inc. is a self-administered and self-managed equity REIT that is in the business of acquiring and managing self-storage facilities. Located in Buffalo, New York, Life Storage operates more than 1,200 storage facilities in 37 states and the District of Columbia. Life Storage serves both residential and commercial storage customers with storage units rented by month. Life Storage consistently provides responsive service to more than 690,000 customers, making it a leader in the industry. For more information visit http://invest.lifestorage.com/.


Forward-Looking Statements

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which EXR and LSI operate as well as beliefs and assumptions of EXR and LSI. Such statements involve uncertainties that could significantly impact EXR’s or LSI’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that EXR or LSI expects or anticipates will occur in the future — including statements relating to any possible transaction between EXR and LSI, acquisition and development activity, disposition activity, general conditions in the geographic areas where EXR or LSI operate, timing and amount of dividend payments and EXR’s and LSI’s respective debt, capital structure and financial position — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although EXR and LSI believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither EXR nor LSI can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) EXR’s and LSI’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of EXR and LSI management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that LSI’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of EXR and LSI to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the EXR common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) changes in global financial markets and interest rates; (xiv) increased or unanticipated competition for EXR’s or LSI’s properties; (xv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels of debt that EXR and LSI maintain and their credit ratings; (xviii) environmental uncertainties, including risks of natural disasters; (xix) risks related to the coronavirus pandemic; and (xx) those additional factors discussed under Part I, Item 1A. Risk Factors in EXR’s and LSI’s respective Annual Reports on Form 10-K for the year ended December 31, 2022. Neither EXR nor LSI undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.


# # #

 

Extra Space Storage

Investor Contact

  

Life Storage, Inc.

Investor Contact

   Media Contact

Jeff Norman

801-365-1759

info@extraspace.com

  

Brent Maedl

716-328-9756

bmaedl@lifestorage.com

  

Andrew Siegel / Lucas Pers

Joele Frank

212-355-4449